PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Nov 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-11-09

Reporting Person: Silitch Nicholas C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-09	Common Stock	M	12988	$84.53	Acquired	27927	Direct
2017-11-09	Common Stock	M	17517	$78.08	Acquired	45444	Direct
2017-11-09	Common Stock	M	10936	$63.59	Acquired	56380	Direct
2017-11-09	Common Stock	S	44860	$111.77	Disposed	11520	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-09	2014 Employee Stock Option (Right to Buy)	$84.53	M	12988	Disposed	2024-02-11	Common Stock (12988)	Direct
2017-11-09	2015 Employee Stock Option (Right to Buy)	$78.08	M	17517	Disposed	2025-02-10	Common Stock (17517)	Direct
2017-11-09	2016 Employee Stock Option (Right to Buy)	$63.59	M	10936	Disposed	2026-02-09	Common Stock (10936)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	367	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.67 to $111.97 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 1 to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Silitch continues to hold 11,520 shares directly and 367 shares indirectly in a 401(k) account. Mr. Silitch also holds an additional 40,201 unvested stock options, and 27,692 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2017 and September 30, 2017 based on a plan statement dated September 30, 2017. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The options vest in three equal annual installments beginning on February 11, 2015.

F5: The options vest in three equal annual installments beginning on February 10, 2016.

F6: The options vest in three equal annual installments beginning on February 9, 2017.